Loews Corp - Current report filing (8-K)
May 12 2008 - 4:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of report:
|
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May
12, 2008
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(Date
of earliest event reported):
|
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May
7, 2008
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-6541
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13-2646102
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(State
or other jurisdiction of
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(Commission
|
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(I.R.S.
Employer
|
incorporation
or organization)
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File
Number)
|
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Identification
No.)
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667
Madison Avenue, New York, N.Y.
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10065-8087
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(212)
521-2000
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NOT
APPLICABLE
|
(Former
name or former address, if changed since last
report.)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[ ]
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Pre-commencement
communications pursuant to rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry into a Material Definitive
Agreement.
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On May 7, 2008, Loews Corporation
(“Loews”) entered into a Separation Agreement (the “Separation Agreement”) with
Lorillard, Inc. (“Lorillard”), its wholly-owed subsidiary, and each of
Lorillard’s subsidiaries. The Separation Agreement will become
effective on the date on which Loews redeems its outstanding shares of Carolina
Group stock for shares of Lorillard common stock (the “Redemption Date”), as
described in Lorillard’s Registration Statement No. 333-149051on Form S-4 (as
amended, the “Registration Statement”).
In the Separation Agreement, Lorillard
and each of its subsidiaries agreed to indemnify Loews and its officers,
directors and employees against all losses based on, arising out of or resulting
from the ownership or the operation of Lorillard’s or any of its subsidiaries’
assets and properties, and the operation or conduct of Lorillard’s or any of its
subsidiaries’ businesses (including with respect to any smoking and health
claims and litigation), among other matters. The indemnification obligations of
Lorillard and each of its subsidiaries are binding on their
successors.
Lorillard and each of its subsidiaries
also agreed in the Separation Agreement to release Loews and its stockholders,
officers, directors and employees from any liability owed by any of them to
Lorillard and its subsidiaries with respect to acts or events occurring on or
prior to the Redemption Date, except with respect to tax matters described in
the Separation Agreement.
The Separation Agreement provides that
Loews will indemnify Lorillard and its officers, directors and employees against
certain losses. In addition, Loews agreed to release Lorillard, its subsidiaries
and all of their directors, officers and employees from any liability owed by
any of them to Loews with respect to acts or events occurring on or prior to the
Redemption Date, except with respect to tax matters described in the Separation
Agreement. The form of Separation Agreement is filed as Exhibit 10.1 to this
report, and is incorporated by reference into this Item 1.01.
On May 9, 2008, Lorillard filed an
Information Statement/Prospectus related to the redemption of all outstanding
shares of Carolina Group stock by Loews in exchange for shares of Lorillard
common stock, and an Offer to Exchange/Prospectus related to the offer by Loews
to exchange additional shares of Lorillard common stock held by Loews for
outstanding shares of Loews common stock, each under the Registration Statement
pursuant to Rule 424 under the Securities Act of 1933. The
Information Statement/Prospectus and the Offer to Exchange/Prospectus are filed
as Exhibits 99.1 and 99.2, respectively, to this Current Report, and are
incorporated by reference into this Item 8.01.
This report is neither an offer to
purchase nor a solicitation of an offer to sell securities. Investors and
stockholders of Loews are strongly advised to read the Offer to Exchange and the
related letter of transmittal and instruction booklet included in the
Registration Statement. The Offer to Exchange and the related letter of
transmittal are available to all stockholders of Loews at no expense. These
documents are also available at no charge at the Securities and Exchange
Commission’s website at
www.sec.gov
.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits:
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Exhibit
Reference
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Exhibit
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Number
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Description
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10.1
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Form
of Separation Agreement by and among Loews Corporation, and Lorillard,
Inc. and its Subsidiaries (incorporated herein by reference to Exhibit
10.1 to Registration Statement No. 333-149051)
|
|
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99.1
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Information
Statement/Prospectus filed by Lorillard, Inc. on May 9, 2008 (incorporated
herein by reference to Registration Statement No.
333-149051)
|
|
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99.2
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Offer
to Exchange/Prospectus filed by Lorillard, Inc. on May 9, 2008
(incorporated herein by reference to Registration Statement No.
333-149051)
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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LOEWS
CORPORATION
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(Registrant)
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Dated: May
12, 2008
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By:
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/s/
Gary W. Garson
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Gary
W. Garson
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Senior
Vice President
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General
Counsel and
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Secretary
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